Important company law procedures at one place - part 1

Ankur Garg (Company Secretary and Compliance Officer)   (114783 Points)

17 August 2014  

Dear Professional Colleague

 

In last few days I have written and uploaded different corporate law procedures under Companies Act, 2013 for my fellow professionals. In this article you may find some of them at one place in to the point and crisp language. I am sure that this article will act as a ready reference as far as procedure and corporate secretarial practice is concerned.

 

  1. Procedure for Change in Object Clause

 

Change in Object clause of the Company involves alteration of Memorandum of Association (hereinafter referred to as “Memorandum”) of the Company. Main provisions related to alteration of Memorandum are given in Section 13 of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014.

 

Procedure for Change in object clause

Secretarial procedure for alteration in object clause is given below in brief:

 

  1. Issue notice under section 173(3) of the Companies Act, 2013, for convening a meeting of the Board of Directors.

 

  1. Hold Board meeting and:
  1. Pass board resolution in order to obtain approval of Directors for change in object clause of Memorandum.
  2. Pass board resolution to fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for amendment in object clause of Memorandum under section 13 of Companies Act, 2013;
  3. Pass board resolution to approve notice of EGM along with Agenda and Explanatory Statement as per section 102(1) of the Companies Act, 2013;
  4. Pass board resolution to authorise the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM).

 

  1. Issue Notice of the EGM to all Members, Directors and the Auditors of the company in accordance with the provisions of Section 101 of the Companies Act, 2013;

 

  1. Hold the EGM on due date and pass the necessary Special Resolution under section 13(1) of the Companies Act, 2013, for change in object clause of Memorandum.

 

  1. As per section 13(6), Company is required to file Special Resolution with concerned Registrar of Companies. Hence, file form MGT.14 within 30 days of passing of Special Resolution with the concerned Registrar of Companies, with prescribed fees and along with following attachments:

 

  1. Notice of EGM;
  2. Certified True copy of Special Resolution;
  3. Altered Memorandum of Association;
  4. Certified True copy of Board Resolution may be attached as an optional attachment.

 

  1. Duty of Registrar of Companies: Concerned Registrar of Companies (ROC) will check the E-forms and attached documents. As per section 13 (9) The Registrar shall register any alteration of the Memorandum with respect to the objects of the company and certify the registration within a period of 30 days from the date of filing of the Special Resolution and will give effect to the change in Object clause of the Memorandum.

 

For detailed Knowledge and understanding of relevant Section, Rules, legal and practical interpretation along with sample Secretarial documents regarding this topic, kindly refer my exclusive article “Procedure for change in Object Clause of Memorandum” available at the link below:

 

/forum/procedure-for-change-in-object-clause-of-the-company-300394.asp